Definitions

In this Agreement:
"Effective Date" means the date of confirmation of the Customer's
first 'live' Payrun.
"Intellectual Property Rights" means copyright, trade mark, design, patent,
semiconductor or circuit layout rights.
"Licensor" means iPayroll Ltd, the parent company of CloudPayroll.
"Minimum Period" means the term as selected by the Customer in Clause 17.
"Processing Fees" means CloudPayroll charges defined on the "Our Processing Fees" page at
http://www.cloudpayroll.com.au/org/sample/help/company/fees_schedule
as amended from time to time.
"Payrun" means when the Customer confirms the payroll in the
"Confirm this Payroll" page.
"Renewal Period" means twelve (12) calendar months.
"Services" means the payroll services described in clause 4 as selected by the Customer.
"Term" means the term of this Agreement being the Minimum Period plus any Renewal Period.
"Website" means CloudPayroll at
http://www.cloudpayroll.com.au.

Commencement and Duration

2.1

This Agreement shall commence on the Effective Date and shall continue for the
Minimum Period.

2.2

If this Agreement has not been terminated, or notice of termination pursuant to
sub-clause 3.1 has not been given by either party, then this Agreement shall be
automatically renewed for a further term equal to the Renewal Period
upon the same standard terms and conditions as then exist between CloudPayroll and its customers
as shall be specified or exhibited on its Website, including this provision for renewal
but subject always to sub-clause 5.3.

Termination

3.1

Either party may terminate this Agreement by giving not less than
30 days prior written notice to the other party at any time prior to the
expiration of the term of the Agreement, the termination date being the last day
of the term of the Agreement, or the end of the
30 day notice period, whichever is the later.

3.2

If prior to the termination date the Customer shall cease paying staff on the CloudPayroll system,
then CloudPayroll shall be entitled to charge Processing Fees from
the date of the last 'live' Payrun until the termination date
calculated on the average monthly fees received for the immediately preceding 12 month period
(or pro-rated if less than 12 months processing has been undertaken).

3.3

CloudPayroll shall be entitled to deduct all outstanding monies including Processing Fees
(subject to the provision of a tax invoice)
from funds held, with all residual monies (if any) being returned to the Customer.

3.4

Upon termination of this Agreement the Customer may retrieve copies of its
data and information.

Provided CloudPayroll shall have received all required superannuation deductions and
information from the Customer by
due date, it shall indemnify the Customer against late payment to the Superannuation Provider of such
Customer employee payments, but only to the extent of any assessed penalty payments
arising directly from such delay.

4.4.5

All interest accrued or charges payable as a result of these activities described in paragraph 4.3 shall accrue to, or be paid by, CloudPayroll.

4.5

CloudPayroll shall provide suitable hardware, software and a network environment to enable
provision of services to the Customer via the Website.

4.6

The Customer shall provide connection to the Internet at its own costs.

Charges

5.1

The Customer shall pay Processing Fees to CloudPayroll at time of Payrun.
If the Processing Fees (or any other amounts owing to CloudPayroll) have not been paid
CloudPayroll shall not be obliged to run subsequent pays until they are paid. Failure to pay the Processing Fees
may result in the termination of this Agreement by CloudPayroll without prejudice to its rights to recover
from the Customer all outstanding and future amounts owing to CloudPayroll for any remaining period of the Term.

CloudPayroll may vary its Processing Fees from time to time by giving notice on its Website to be
effective from the next Payrun after notice is given.

5.4

The Customer acknowledges that CloudPayroll's processing Fee may include a commission payable to any party responsible for the
introduction of the Customer to CloudPayroll and which results in this Agreement.

5.5

The Customer is responsible for regularly reviewing these Website Terms and Conditions and the Customer's
continued use of the Website constitutes the Customer's agreement to all such amended Website terms.

Warranties

6.1

CloudPayroll warrants that it will use all reasonable skill, care and diligence in the
provision of the services agreed to be provided by this Agreement.

6.2

Notwithstanding the provisions of sub-clause 6.1, the Customer acknowledges that it has
entered into this Agreement relying on its own judgment and not upon any warranty
or representation made by CloudPayroll that the Services specified and selected by the Customer are suitable
and/or adequate for the Customer's particular business, purpose or compliance requirements.

6.3

The Customer must ensure that access to the Web site is not illegal or prohibited by laws which apply to the
Customer or the place where the Customer accesses the Website.

6.4

The Customer accepts that it must take its own precautions to ensure that the process which it employs for
accessing the Website does not expose it to the risk of viruses, malicious computer code or other forms of
interference which may damage the Customer's own computer system. For the removal of doubt, CloudPayroll
does not accept responsibility for any interference or damage to a Customer's own computer system which arises
in connection with a Customer's use of the Website or any linked web site.

6.5

Apart from warranties contained in this Agreement or implied by law and which are incapable
of exclusion, restriction or modification, CloudPayroll makes no other warranty, representation
or undertaking whatsoever in respect of the Services or any hardware, software or
network environment that may be used or supplied.

6.6

CloudPayroll does not purport to provide any financial, taxation or other professional advice through the Website
and the Customer is encouraged to seek independent professional advice prior to making any financial decisions.

6.7

The Customer acknowledges that the Services provided pursuant to this Agreement are being
acquired solely for use in the Customer's business.

Title Rights

7.1

The title rights, copyrights and the Intellectual Property Rights whatsoever in
any information, software, material, technique, procedure or other know-how
produced for or used in providing the Services pursuant to the provisions of this Agreement
shall remain vested exclusively in CloudPayroll, or its Licensor.

Limitation of Liability

CloudPayroll shall not be liable to the Customer or any other party in any manner
whatsoever whether direct or indirect arising out of:

8.1.1

the Customer's connection to the Internet;

8.1.2

the Customer's late payment or late Payrun;

8.1.3

the Customer's acts or defaults in relation to errors in input or
statistical misinformation;

8.1.4

a default or malfunction in the systems or services of any third party utilised
by the Customer or CloudPayroll.

8.2

Excepting only the indemnity provided in sub–clause 4.4.4 and to the fullest extent permitted by law, neither
CloudPayroll nor its affiliates, subsidiaries, related bodies corporate, directors, officers, employees, agents,
contractors, successors or assigns (collectively "CloudPayroll's Related Bodies") will be liable for any damages,
economic loss or other loss whatsoever arising out of, or in any way related to, the use or access of the Website.
This limitation applies to direct, indirect, consequential, exemplary, incidental, special, punitive or any other losses
or damages that the Customer or others may suffer, as well as damages for loss of profits, goodwill, use, business
interruption or the loss of data or information.

8.3

To the fullest extent permitted by law, CloudPayroll's and CloudPayroll's Related Bodies' liability for breach of any
implied condition, warranty or undertaking which cannot be excluded is limited, at the option of CloudPayroll, to the
supplying of the Services again or the payment of the cost of having the Services supplied again.

8.4

The limitation of CloudPayroll's liability applies whether the claim is in contract, tort (including without limitation,
negligence) or equity and even if CloudPayroll has been notified of the possibility of such loss or damage. The
Customer agrees that CloudPayroll's and CloudPayroll's Related Bodies' liability, if any, to the Customer at law will
be reduced by the extent, if any, to which the Customer contributed to the loss.

Indemnity

9.1

The Customer indemnifies CloudPayroll in respect of any liability incurred by CloudPayroll for any
loss, cost, damage or expense howsoever caused, or suffered by CloudPayroll as a result of
the Customer's breach of these Website terms and conditions.

Force Majeure

10.1

CloudPayroll shall not be liable to the Customer or any other party claiming through the Customer
in respect of anything which,
apart from this provision, may constitute breach of this Agreement arising by reason
of force majeure, namely, circumstances beyond the control of CloudPayroll which prevent
or limit CloudPayroll's ability to perform its obligations pursuant to this Agreement.
Circumstances which constitute force majeure shall include (but shall not be limited to)
acts of God, fire, flood, earthquake, explosion, sabotage, accident, embargo, riot,
civil commotion, computer virus, breakdown of equipment,
and failure of electrical supply or telecommunications links.

Confidentiality

11.1

Both parties, including their respective employees, agents and sub-contractors,
shall keep confidential the terms of this Agreement and all data and other information,
which shall come into their possession pursuant to or in the performance of this Agreement.

Privacy

12.1

Customer privacy and security is very important to CloudPayroll. CloudPayroll and the Customer, including
their respective employees, agents and sub-contractors, agree to comply at all times with the CloudPayroll
Privacy Policy as set out at http://www.cloudpayroll.com.au/about/privacy/
and the 13 Australian Privacy Principles set out in the Privacy Act 1988 (Cth).

12.2

The Customer warrants that Personal Information (including any information relating to the Customer’s
employees) it provides to CloudPayroll has been collected by lawful means, with the consent of the relevant
employee and is complete and accurate. “Personal Information” has the same meaning as set out in section 6
of the Privacy Act 1988 (Cth).

Security

13.1

CloudPayroll shall provide a comprehensive and secure environment to protect
the integrity and security of the Website, and of the Customer's and CloudPayroll's information
in accordance with CloudPayroll's Security Profile at
http://www.cloudpayroll.com.au/about/security.

13.2

The Customer acknowledges that no data transmission over the Internet can be guaranteed as totally secure.
Whilst CloudPayroll will strive to protect such information, CloudPayroll does not warrant and cannot ensure the
security of any information which the Customer transmits to CloudPayroll. Accordingly, any information which the
Customer transmits to CloudPayroll is transmitted at the Customer's own risk. Nevertheless, once CloudPayroll
receives the Customer’s transmission, CloudPayroll will take all reasonable steps to preserve the security of such
information.

13.3

The Customer will at all times be solely responsible for the security of all user names and passwords used by
the Customer to access the Website and conduct any transaction available via the Website. CloudPayroll will
not be responsible for any unauthorised access to the Website or misuse of any user names or passwords. The
Customer must notify CloudPayroll of any change in user name or password any suspected or actual unauthorised
access to a user name or password and if a person is no longer entitled to use a user name or password.

13.4

The Customer must not compromise CloudPayroll's security environment or service availability through
hacking, denial of service attacks and the like.
The Customer will be responsible at all times for the actions of its employees,
agents and sub-contractors in breach of this provision.

Linked Websites

The Website may contain links to other web sites ("Linked Web Sites").
Those links are provided for convenience only and may not remain current or be maintained.

14.2

CloudPayroll are not responsible for the content or privacy practices associated with Linked Web Sites.

14.3

CloudPayroll's links with Linked Web Sites should not be construed as an endorsement, approval or
recommendation by CloudPayroll of the owners or operators of those Linked Web Sites, or of any information,
graphics, materials, products or services referred to or contained on those Linked Web Sites, unless and to the
extent stipulated to the contrary.

Binding Agreement

16.1

This Agreement constitutes the entire Agreement between the parties.

16.2

Pressing the 'I Accept' button by the Customer or its duly authorised representative
shall signify the Customer's acceptance of and interest to be bound by the provisions of
this Agreement and shall constitute and be deemed to be proper and lawful execution of
this Agreement by the Customer. By accessing the Website the
Customer agrees to be bound by these Website terms and conditions.

16.3

Pressing the 'I Accept' button by CloudPayroll or its duly authorised representative
subsequent to the Customer shall constitute and be deemed to be proper and lawful execution of
this Agreement by CloudPayroll and shall result in a binding Agreement being completed between
the parties as at the date specified and commencing from the Effective Date.